UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
CRYPTOLOGIC INC.
----------------
(Name of Issuer)
Common Shares
-------------
(Title of Class of Securities)
228906103
---------
(CUSIP Number)
November 3, 2006
----------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following pages
Page 1 of 9 Pages
Exhibit Index: Page 8
SCHEDULE 13G
CUSIP No.: 228906103 Page 2 of 9 Pages
.................................................................................
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
KINGDON CAPITAL MANAGEMENT, LLC
.................................................................................
2. Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [ ]
.................................................................................
3. SEC Use Only:
.................................................................................
4. Citizenship or Place of Organization:
Delaware
.................................................................................
Number of 5. Sole Voting Power: 849,100
Shares ...........................................................
Beneficially 6. Shared Voting Power: 0
Owned by Each ...........................................................
Reporting 7. Sole Dispositive Power: 849,100
Person With ...........................................................
8. Shared Dispositive Power: 0
.................................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
849,100
.................................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions):
[ ]
.................................................................................
11. Percent of Class Represented by Amount in Row (9):
6.2%
.................................................................................
12. Type of Reporting Person:
OO; IA
SCHEDULE 13G
CUSIP No.: 228906103 Page 3 of 9 Pages
.................................................................................
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
MARK KINGDON
.................................................................................
2. Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [ ]
.................................................................................
3.
SEC Use Only:
.................................................................................
4.
Citizenship or Place of Organization:
United States of America
.................................................................................
Number of 5. Sole Voting Power: 0
Shares ...........................................................
Beneficially 6. Shared Voting Power: 849,100
Owned by Each ...........................................................
Reporting 7. Sole Dispositive Power: 0
Person With ...........................................................
8. Shared Dispositive Power: 849,100
.................................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
849,100
.................................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions):
[ ]
.................................................................................
11. Percent of Class Represented by Amount in Row (9):
6.2%
.................................................................................
12. Type of Reporting Person:
HC
Page 4 of 9 Pages
Item 1(a) Name of Issuer:
Cryptologic Inc. (the "Issuer").
Item 1(b) Address of Issuer's Principal Executive Offices:
55 St. Clair Avenue West, 3rd Floor, Toronto, Ontario, Canada
M4V 2Y7.
Item 2(a) Name of Person Filing:
This Statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
i) Kingdon Capital Management, LLC ("Kingdon Capital
Management"); and
ii) Mark Kingdon ("Mr. Kingdon").
This Statement relates to Shares (as defined herein) held for the
accounts of Kingdon Associates, L.P., a New York limited partnership ("Kingdon
Associates"), M. Kingdon Offshore Ltd., a Cayman Islands exempted company
("Kingdon Offshore"), and Kingdon Family Partnership, L.P., a New York limited
partnership ("Kingdon Family Partnership"). Kingdon Capital Management serves as
investment manager to each of Kingdon Associates, Kingdon Offshore and Kingdon
Family Partnership. In such capacity, Kingdon Capital Management may be deemed
to have voting and dispositive power over the Shares held for the accounts of
each of Kingdon Associates, Kingdon Offshore and Kingdon Family Partnership. Mr.
Kingdon is the managing member and president of Kingdon Capital Management.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of Kingdon
Capital Management and Mr. Kingdon is 152 West 57th Street, 50th Floor, New
York, New York 10019.
Item 2(c). Citizenship:
i) Kingdon Capital Management is a Delaware limited liability
company; and
ii) Mr. Kingdon is a citizen of the United States of America.
Item 2(d). Title of Class of Securities:
Common Shares (the "Shares").
Item 2(e). CUSIP Number:
228906103
Page 5 of 9 Pages
Item 3. If This Statement is Filed Pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of November 14, 2006, each of Kingdon Capital Management and Mr.
Kingdon may be deemed to beneficially own 849,100 Shares. This amount consists
of: (A) 228,400 Shares held for the account of Kingdon Associates; (B) 584,200
Shares held for the account of Kingdon Offshore; and (C) 36,500 Shares held for
the account of Kingdon Family Partnership.
Item 4(b). Percent of Class:
The number of Shares of which each of Kingdon Capital Management and
Mr. Kingdon may be deemed to be the beneficial owner constitutes approximately
6.2% of the total number of Shares outstanding (based upon information provided
by the Issuer in a periodic report on Form 6-K filed with the Securities and
Exchange Commission on November 3, 2006, the Issuer had 13.6 Million Shares
currently outstanding).
Item 4(c). Number of Shares of which such person has:
Kingdon Capital Management:
---------------------------
(i) Sole power to vote or direct the vote: 849,100
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 849,100
(iv) Shared power to dispose or direct the disposition of: 0
Mr. Kingdon:
------------
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 849,100
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of: 849,100
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
This Item 6 is not applicable
Page 6 of 9 Pages
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company:
See disclosure in Item 2 hereof.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each of the Reporting Persons certifies that, to
the best of their knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Page 7 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: November 14, 2006 KINGDON CAPITAL MANAGEMENT, LLC
By: /s/ William Walsh
-------------------------
Name: William Walsh
Title: Chief Financial Officer
Date: November 14, 2006 MARK KINGDON
/s/ Mark Kingdon
-------------------------------
Page 8 of 9 Pages
EXHIBIT INDEX
Ex. Page No.
--- --------
A. Joint Filing Agreement, dated November 14, 2006 by and
among Kingdon Capital Management, LLC and Mark
Kingdon................................................. 9
Page 9 of 9 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Shares of Cryptologic Inc. dated as of November 14, 2006
is, and any amendments thereto (including amendments on Schedule 13D) signed by
each of the undersigned shall be, filed on behalf of each of us pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
Date: November 14, 2006 KINGDON CAPITAL MANAGEMENT, LLC
By: /s/ William Walsh
----------------------------------------
Name: William Walsh
Title: Chief Financial Officer
Date: November 14, 2006 MARK KINGDON
/s/ Mark Kingdon
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